SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 13, 2015

MICROELECTRONICS TECHNOLOGY COMPANY

(Exact name of Company as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS

On June 30, 2014, Microelectronics Technology Company (the “Company”) entered into and delivered to Classic Capital, Inc., in the principal amount of $50,000.00, due and payable on December 31, 2014, a 8% Convertible Redeemable Note, the terms of which are disclosed on that amended Quarterly Report on Form 10-Q/A, Amendment No. 1 for the period ended September 30, 2014(the “Indebtedness”).  

On November 20, 2014, the Company’s Board of Directors (the “Board”) authorized the creation of 1,000 shares of Series B Voting Preferred Stock.  The holder of the shares of the Series B Voting Preferred Stock has the right to vote those shares of the Series B Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval.The vote of each share of the Series B Voting Preferred Stock is equal to and counted as 4 times the votes of all of the shares of the Company’s (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval.

On November 21, 2014, Classic Capital Inc. assigned all right, title, and interest in and to the Indebtedness to Rancho Capital Management, Inc., a Nevada corporation (“Rancho”), (the “Assignment”).  As a result of the Assignment, the Company is indebted to Rancho in the principal amount of $50,000.00.  

On November 21, 2014,after review and recommendation from the Board, the Company entered into an Agreement for Conversion of Indebtedness to Series B Voting Preferred Stock with Rancho,pursuant to which it was agreed that the Indebtedness would be converted to 1,000 shares of the Company’s Series B Voting Preferred Stock (the “Agreement for Conversion”).  

The information specified above is qualified in its entirety by reference to the Agreement for Conversion.  A copy of that agreementis attached hereto as Exhibit10.1.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Securities Issued

On January 13, 2015, the Company filed a Certificate of Designation with the Nevada Secretary of State creating the 1,000 shares of Series B Voting Preferred Stock

On January 13, 2015, the Company issued 1,000 shares of Series B Voting Preferred Stock to Rancho, representing 100% of the total issued and outstanding shares of the Company’s Series B Voting Preferred Stock.

Consideration

The consideration for the 1,000 shares of Series B Voting Preferred Stock is the conversion of the Indebtedness, as set forth in the Agreement for Conversion.

Exemption from Registration

The 1,000 shares of the Series B Voting Preferred Stock were issued in reliance upon that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), specifiedby the provisions of Section 4(2) of the Act regarding transactions by an issuer not involving a public offering of securities.  The issuance of those shares as conversion of the Indebtednessdid not involve any public offering of securities.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

The information set forth and incorporated by reference in Items 1.01 and 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Identity of the person who acquired control; date and description of the transaction; and basis of control

James Powell is the sole director and officer of Rancho, whichacquired control of the Companyon January 13, 2015.  Control of the Company resulted fromthe conversion of the Indebtedness to 1,000 shares of the Company’s Series B Voting Preferred Stock, as specified in Items 1.01 and 3.02 of this Current Report on Form 8-K.  

Percentage of Voting Securities of the Company

On January 13, 2015, the Company’s total issued and outstanding shares of common stock was 6,402,841,204.

Rancho, as the sole holder of the 1,000authorized, issued and outstanding shares of Series B Voting Preferred Stock, holds voting power equal to99% of the Company’s voting securities.

Consideration and source of funds used by Rancho

The consideration for the 1,000 shares of Series B Voting Preferred Stock is the conversion of the Indebtedness, as set forth in Items 1.01 and 3.02 of this Current Report on Form 8-K.

FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Microelectronics Technology Company

Date: January 23, 2015

By: /s/ Brett Everett

Brett Everett

President & CEO